Noelle O'Mara - Nov 19, 2021 Form 4 Insider Report for TYSON FOODS, INC. (TSN)

Role
Group President Prepared Foods
Signature
/s/ Mark Liberman by Power of Attorney for Noelle O'Mara
Stock symbol
TSN
Transactions as of
Nov 19, 2021
Transactions value $
-$182,990
Form type
4
Date filed
11/23/2021, 04:32 PM
Next filing
Dec 1, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TSN Class A Common Stock Tax liability -$49K -601 -2.25% $81.51 26.1K Nov 19, 2021 Direct F1
transaction TSN Class A Common Stock Award $0 +7.05K +27.04% $0.00 33.1K Nov 19, 2021 Direct F2
transaction TSN Class A Common Stock Tax liability -$134K -1.64K -4.96% $81.51 31.5K Nov 20, 2021 Direct F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TSN Performance Shares Award +28.2K 28.2K Nov 19, 2021 Class A Common Stock 28.2K Direct F5
transaction TSN Non-Qualified Stock Options (Right to Buy) Award $0 +34.8K $0.00 34.8K Nov 19, 2021 Class A Common Stock 34.8K $81.51 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 19, 2021, 1,355.445 shares of restricted Class A Common Stock vested. These shares were previously reported as beneficially owned by the Reporting Person. Pursuant to the terms of the award agreement, 601 shares were withheld by the Issuer to satisfy tax withholding obligations.
F2 Restricted Stock award of Class A Common Stock which vests on November 19, 2024.
F3 On November 20, 2021, 3,709.115 shares of restricted stock units of Class A Common Stock vested. These shares were previously reported as beneficially owned by the Reporting Person. Pursuant to the terms of the award agreement, 1,644 shares were withheld by the Issuer to satisfy tax withholding obligations.
F4 Includes 544.393 shares of the Issuer's Class A Common Stock received by the Reporting Person pursuant to the Issuer's dividend reinvestment plan since the last Statement of Changes in Beneficial Ownership was filed by the Reporting Person. Such acquisitions are exempt from Section 16 concurrent reporting requirements pursuant to Rule 16a-11.
F5 Award of performance Class A Common Stock which vests on November 19, 2024 if the performance metrics described in the applicable Stock Incentive Agreement (the "SIA") are achieved. The performance metrics set forth in the SIAs are: (1) achievement of a three year (fiscal 2022-2024) cumulative operating income target; and (2) a favorable comparison of the relative total shareholder return of the Issuer's Class A Common Stock compared to a predetermined peer group of publicly traded companies over a three year (fiscal 2022-2024) period; and (3) achievement of a three year (fiscal 2022-2024) average return on invested capital target. Subject to the achievement of the performance metrics, the performance shares could vest at a level of 50 to 200 percent and are reported as derivative securities at the 200 percent level. If none of the performance metrics are achieved, the award expires.
F6 These options vest in equal annual increments on each of the first, second and third anniversary dates of the grant and become fully vested after three years.